New Dealer Application - Wiseco

In accordance with PMI’s corporate compliance policy, it is necessary to ensure that ourcustomers understand and abide by all applicable export controls and related laws.Accordingly, we kindly request that your company certify in writing that it is in compliancewith the laws and regulations described below. This information must be providedbefore further orders may be processed. PMI reserves the right to request a newcertification every two years or more frequently in its sole discretion.1) The undersigned hereby certifies that items acquired from PMI will not beexported, sold, or transferred in violation of the U.S. Export AdministrationRegulations, the applicable U.S. sanctions and embargoes administered by theU.S. Department of Treasury; and any applicable foreign laws and regulations.In particular, the undersigned certifies that it will not re-export, sell or otherwisetransfer products, software or technology acquired from PMI to any countrysubject to U.S. embargo, currently Iran, Sudan, Syria, North Korea, and Cuba.2) The undersigned hereby certifies that the Items acquired from PMI will not beused, directly or indirectly, in nuclear explosive activities; unsafeguarded nuclearactivities; or in the design, development, production, stockpiling, or use ofchemical weapons, biological weapons, or in missiles, rockets or unmanned airvehicles.3) The undersigned hereby acknowledges that PMI is prohibited from participatingin or supporting international boycotts of certain foreign countries, includingIsrael, if such boycotts are not sanctioned by the U.S. Government.4) The undersigned hereby certifies that no payment or offer of payment has beenmade to a foreign official to induce that official to influence any government act ordecision to assist in obtaining or retaining business associated with PMI in anyway.5) We certify that all of the facts contained in this statement are true and correct tothe best of our knowledge and we do not know of any additional facts that areinconsistent with the above statements. We shall promptly send a replacementcertification to PMI disclosing any material change of facts or intentionsdescribed in this certification that occur after this certification is prepared andforwarded to PMI.Signed______________________________Print:______________________________Title:______________________________Company name: ______________________________Date:______________________________PMI reserves the right to refuse to conduct business with parties who fail tocertify the foregoing.FAX: 440-951-6606Error! Unknown document property name.

April 2010WISECO TERMS AND CONDITIONS OF SALE1. Parties. [Wiseco Performance Products], will be referred to as "Seller," and the company purchasing as indicated onthe front hereof will be referred to as "Purchaser". All materials, goods, or work described on the front hereof, regardless of type, willbe referred to as "Products".2. Terms and Conditions. Seller’s assent to contract is expressly conditional on Purchaser’s acceptance of these Terms andConditions. Notice is hereby given of Seller’s objection to any Terms and Conditions in addition to or different from those herein,including without limitation any terms or conditions contained within any written acceptance, order confirmation, purchase order orsimilar document related to this transaction that may be issued by Purchaser. In the event Purchaser issues a purchase order or orderscovering the items contained in this Agreement, such purchase order will operate as Purchaser’s acceptance of this offer, but theparties hereby agree that any terms and conditions attached to such purchase order or orders shall have no legal effect, nor shall theybe binding upon Seller. Deviation from these Terms and Conditions, including terms and conditions in addition to or different thanthose contained herein, can only take place by written instrument signed by one of Seller’s officers.3. Price Adjustments; Payments. The prices stated herein do not include any sales, use, or other taxes unless so statedspecifically. Such taxes will be added to invoice prices in those instances in which Seller is required to collect them from Purchaser;provided, however, that if Seller does not collect any such taxes and is later asked by or required to pay the same to any taxingauthority, Purchaser will make such payment to Seller or, if requested by Seller, directly to the taxing authority. At Seller's option,prices may be adjusted to reflect any increase in Seller’s costs resulting from state, federal or local legislation, price increases fromSeller’s suppliers, or any change in the rate, charge, or classification of any carrier.Unless otherwise specified by Seller, all prices are F.O.B. Seller's facility in Mentor, Ohio (Seller's Facility), and paymentwill be net/cash 30 days from date of invoice. Invoices unpaid and past due may be subject to a service charge on the unpaid balanceat an interest rate equal to the lesser of 18% per annum or the maximum allowable interest rate under applicable law, and Purchasershall be responsible and liable for all expenses incurred by Seller in collection, including reasonable attorneys' fees.4. Delivery Dates; Title and Risk; Shipment. All delivery dates are approximate, and Seller shall not be responsible forany damages of any kind resulting from any delay. Regardless of the manner of shipment, title to any products and risk of loss ordamage thereto shall pass to Purchaser upon tender to the carrier at Seller's Facility, except in those instances in which delivery maybe made by Seller's vehicles. Unless otherwise stated herein, Purchaser may exercise its judgment in choosing the carrier and meansof delivery. No deferment of shipment at Purchaser's request beyond the respective dates indicated will be made except on terms thatwill indemnify, defend and save Seller harmless against all loss and additional expense, including, but not limited to demurrage,handling, storage and insurance charges.5. Warranty. WISECO PISTON COMPANY, INC., LIMITED PISTON WARRANTY. WISECO warrants thisproduct will be free from defects in material and workmanship for thirty (30) days following date of original purchase. If the productis found by WISECO to be defective, such products will, at WISECO’S option, be replaced or repaired at cost to WISECO. Allproducts alleged by Purchaser to be defective must be returned to WISECO, postage prepaid, within thirty (30) days warranty period.This limited warranty does not cover labor or other costs or expenses incidental to the repair and/or replacement of productsor parts.This limited warranty does not apply to any product which has been used in a hi-performance application, or racing, or issubject to misuse, mishandling, misapplication, neglect (including but not limited to improper maintenance), accident, improperinstallation, modification (including but not limited to use of unauthorized parts or attachments), or adjustment or repair performed byanyone other than WISECO.The parties hereto expressly agree that the purchaser’s sole and exclusive remedy against WISECO shall be for the repair orreplacement of the defective product as provided in this limited warranty. This exclusive remedy shall not be deemed to have failed ofits essential purpose so long as WISECO is willing and able to repair or replace defective goods.THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDINGTHOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE NOT EXPRESSLY SET FORTH HEREIN.ANY PRODUCT WHICH MAY BE SOLD BY WISECO BUT WHICH IS NOT MANUFACTURED BY WISECO IS NOTWARRANTED BY WISECO, BUT IS SOLD ONLY WITH THE WARRANTIES, IF ANY, OF THE MANUFACTURERSTHEREOF.WISECO’S liability (whether under the theories of breach of contract or warranty, negligence or strict liability) for itsproducts shall be limited to repairing or replacing parts found by WISECO to be defective, or at WISECO’S option, to refund thepurchase price of such product. In no event shall WISECO be liable for incidental or consequential damages arising out of or inconnection with the product. Consequential damages shall include, without limitation, loss of use, income or profit, or losses sustainedas the result of injury (including death) to any person, or loss of or damage to property.

Any claim by purchaser regarding this product shall be deemed waived by the purchaser unless submitted in writing toWISECO within the earlier of (i) fifteen (15) days following the date Purchaser discovered, or by reasonable inspection should havediscovered, any claimed breach of this limited warranty, or (ii) thirty (30) days following the date of original purchase. Any cause ofaction for breach of this limited warranty shall be brought within six months from the date the alleged breach was discovered orshould have been discovered, whichever occurs first.This limited warranty gives you specific legal rights, and you may also have other rights which vary from state to state.Return any defective Wiseco product directly to Wiseco for warranty consideration.All defective claims to Wiseco Piston, Inc. should include the following information:1. Call Wiseco for RMA (Return Materials Authorization) number at 800-321-1364 or 440-951-6600.2. The possible defective product being returned should be labeled with the Wiseco part number.3. Include a copy of invoice, name, and address of supplier for proof of purchase.4. A brief description of product issue.5. Wiseco reserves the right to request additional engine related products in order to evaluate a claim.If the product issue is found to be valid by Wiseco, the Wiseco Customer Servicedepartment will advise the distributor as to the amount of responsibility for theclaim and will settle all claims directly with the distributor.SHIP RETURNS “PRE PAID” TO (Include RMA# on the box & packing list):- Wiseco Piston Company, Inc. • 7201 Industrial Park Blvd. • Mentor, Ohio 44060-5396- In Canada: Wiseco Piston Canada, Inc. • 948 Keyes Drive, PO Box 1513 • Woodstock, ONT. N4S 0A76. Claims; Commencement of Actions. Purchaser shall promptly inspect all Products upon delivery. No claims forshortages will be allowed unless such shortages are reported to Seller within 10 days after delivery. No other claims against Sellerwill be allowed unless asserted in writing within 60 days after delivery or, in the case of an alleged breach of warranty, within 60 daysafter the date within the warranty period on which the defect is or should have been discovered by Purchaser.Any action based upon breach of this contract or upon any other claim arising out of this sale (other than an action by Sellerfor any amount due to Seller by Purchaser) must be commenced within one year from the date of the tender of delivery by Seller or, inthe case of a cause of action based upon an alleged breach of warranty, within one year from the date within the warranty period onwhich the defect is or should have been discovered by Purchaser. Seller and Purchaser agree to submit any dispute arising from theperformance or failure to perform under this Agreement to binding arbitration under the commercial arbitration rules of the AmericanArbitration Association. The arbitrator shall have the power to award damages but shall not in any case award exemplary or punitivedamages. The decision of the arbitrator may be entered into judgment in any court of competent jurisdiction.7. LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER FOR ANYSPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS THE RESULT OF, THESALE, DELIVERY, NON-DELIVERY, SERVICING, USE OR LOSS OF USE OF THE PRODUCTS OR ANY PART THEREOF,OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED WITHOUT SELLER'S WRITTEN CONSENT, EVENTHOUGH SELLER HAS BEEN NEGLIGENT. IN NO EVENT SHALL SELLER'S LIABILITY UNDER ANY CLAIM MADE BYPURCHASER EXCEED THE PURCHASE PRICE OF THE PRODUCTS IN RESPECT OF WHICH DAMAGES ARE CLAIMED.8. Contingencies. Seller shall not be liable for any default or delay in performance if caused, directly or indirectly, by actsof God; war; force of arms; fire; the elements; riot; labor disputes; picketing or other labor controversies; sabotage; civil commotion;accidents; any governmental action, prohibition or regulation; delay in transportation facilities; shortages or breakdown of or inabilityto obtain or non-arrival of any labor, material or equipment used in the manufacture of the Products; failure of any party to performany contract with Seller relative to the production of the Products; or from any cause whatsoever beyond Seller's control, whether ornot such cause be similar to dissimilar to those enumerated. Seller shall promptly notify Purchaser of the happening of any suchcontingency and of the contemplated effect thereof on the manufacture and delivery of the Products.9. Loss to Purchaser's Property; Patent, Trademark, or Copyright Infringement, Etc. Seller shall not be liable for, andshall have no duty to provide insurance against, any damage or loss to any goods or materials of Purchaser that are used by Seller inconnection with this order. Where any Product is manufactured from patterns, plans, drawings, or specifications furnished byPurchaser, Purchaser shall indemnify, defend and save Seller harmless from all loss, damage, and expense arising out of any suit orclaim against Seller for infringement of any patent, trademark, or copyright because of Seller's manufacture of such Product orbecause of the use or sale of such Product by any person. Upon Seller's request, Purchaser shall appear in and assume the defense ofthe litigation.- 2 -

10. Sellers' Specifications, Technical Data, Etc. Any specifications, drawings, plans, notes, instructions, engineeringnotices, technical data or other documents disclosed and/or furnished to Purchaser by Seller shall be deemed to be incorporated hereinby reference the same as if fully set forth. Seller shall at all times retain title to all such documents. Purchaser shall hold suchdocuments in confidence and not disclose them to any party other than Seller or a party duly authorized by Seller. Upon Seller'srequest, Purchaser shall promptly return to Seller all such documents and copies thereof.11. Purchaser's Obligation; Rights of Seller. To secure payment of all sums due hereunder or otherwise, Seller shallretain a security interest in the goods delivered hereunder and this contract shall be deemed a Security Agreement under the UniformCommercial Code. Purchaser authorizes Seller as its attorney to execute and file on Purchaser's behalf all documents Seller deemsnecessary to perfect such security interest. If Seller shall at any time doubt Purchaser's financial responsibility, Seller may demandadequate assurance of due performance or decline to make any further shipments except upon receipt of cash payment in advance ofsecurity. If Seller demands adequate assurance of due performance and the same is not forthcoming within 10 days after the date ofSeller's demand, Seller may, at its option, (i) continue to defer further shipments under this order and/or any other order fromPurchaser that has been accepted by Seller until adequate assurance is received, or (ii) cancel this order and/or any other orders fromPurchaser that have been accepted by Seller and recover damages. If Purchaser fails in any way to fulfill the terms and conditions onthe front or the back hereof, Seller may defer further shipments until such default is corrected or cancel this order and recoverdamages. Seller shall have a security interest in, and lien upon, any property of Purchaser in Seller's possession as security for thepayment of any amounts owing to Seller by Purchaser. In the event Seller institutes a legal proceeding against Purchaser to collectany monies due Seller hereunder, or if Seller successfully defends any lawsuit instituted by Purchaser, whether based on contract, tortor any other legal theory of recovery, then Seller shall be entitled to recover its costs and expenses, including reasonable attorney’sfees, from Purchaser.12. Liability or Responsibility. Seller assumes no liability or responsibility for any acts, misuse of product, advertising,violations of any local, state or federal regulations or laws violated by Purchaser. Purchaser assumes all responsibility for its acts andis responsible for researching local, state or federal regulations relating to the sale or use of Seller’s products.13. Improper Use and Indemnity. Purchaser shall indemnify, defend, and hold Seller harmless from any claim, liability,damages, lawsuits, and costs (including reasonable attorney’s fees), whether for personal injury, property damage or other, brought byor incurred by Purchaser, Purchaser’s employees, or any other person, arising out of improper selection, improper application or othermisuse of products purchased by Purchaser from Seller.14. Cancellations. After acceptance by Seller, orders shall not be subject to cancellation by Purchaser except with Seller'sprior written consent and upon terms that will indemnify, defend and save Seller harmless against all direct, incidental andconsequential loss or damage.15. Limitation on Assignment. Purchaser may not assign its rights or obligations under this Agreement without the priorwritten consent of Seller. Any purported assignment of such rights or obligations without such consent shall be void.16. Export. If the Products are to be exported, this order is subject to Seller's ability to obtain export licenses and othernecessary papers within a reasonable period. Purchaser will furnish all Consular and Custom declarations and will accept and bear allresponsibility or penalties resulting from errors and omissions thereon. Purchaser shall not re-export the Products or any goods oritems that incorporate the Products if the re-export would violate United States export laws.17. Equal Opportunity Clause. This clause applies only in the event that the Products are to be used in whole or in part forthe performance of government contracts and where dollar value of said Products exceeds, or may in any one year exceed $10,000:"In connection with the performance of work under this contract, the contractor (subcontractor) agrees not todiscriminate against any employee or applicant for employment because of race, color, religion, sex, or nationalorigin. The aforesaid provision shall include, but not be limited to, the following: employment, upgrading,demotion, or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms ofcompensation; and selection for training, including apprenticeship. The contractor (subcontractor) agrees to posthereafter in conspicuous places, available for employees and applicants for employment, notices to be provided bythe contracting officer setting forth the provisions of this nondiscrimination clause.""The provisions of the Equal Opportunity Clause, as promulgated by Executive Order 11246 dated "September 24,1965, as amended, are incorporated herein by reference."18. Other Rights or Remedies. Except as otherwise provided herein, any rights or remedies granted hereunder to Sellershall be in addition to, and not in lieu of, any other rights or remedies at law or in equity.19. Entire Agreement. This Agreement contains the entire agreement between Purchaser and Seller and constitutes thefinal, complete and exclusive expression of the terms of the agreement. All prior or contemporaneous written or oral agreements ornegotiations with respect to the subject matter are herein merged. No acknowledgement by Seller of, or reference by Seller to, or- 3 -

performance by Seller under, an order of Purchaser shall be deemed to be an acceptance by Seller of any such additional or contraryterms or conditions.20. Waiver and Severability. No waiver of any breach of any provision of this order shall constitute a waiver of any prior,concurrent or subsequent breach of the same or any other provision. In the event that any provision hereof shall violate any applicablestatute, ordinance, or rule of law, such provision shall be ineffective to the extent of such violation without invalidating any otherprovision hereof.21. Governing Law. This Agreement and the sale and delivery of all Products hereunder shall be deemed to have takenplace in and shall be governed and construed in accordance with the laws of the State of Ohio, as applicable to contracts executed andwholly performed therein and without regard to its conflicts of laws principles. Any claim arising from this Agreement shall beexclusively venued in Lake County, Ohio.22. Product Return Policy. Wiseco allows customer returns of “shelf stock” products for up to 30 days from date ofpurchase for full refund excluding the cost of shipping. (Custom and “Build to Order” products do not apply). Returned products andpackaging must be in “new” condition in order to be eligible for a refund and subject to Wiseco’s final approval.All product returns to Wiseco Performance Products should include the following information:1. Call Wiseco for RMA (Return Materials Authorization) number at 800-321-1364 or 440-951-6600.2. Include a copy of invoice, name, and address.3. Brief description for why product is being returned.SHIP RETURNS “PRE PAID” TO (Include RMA# on the box & packing list):- Wiseco Piston Company, Inc. • 7201 Industrial Park Blvd. • Mentor, Ohio 44060-5396- In Canada: Wiseco Piston Canada, Inc. • 948 Keyes Drive, PO Box 1513 • Woodstock, ONT. N4S 0A7- 4 -